FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person* Pender, P. Eugene	2. Issuer Name and Ticker or Trading Symbol Dean Foods Company (DF)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
(Last) (First) (Middle) 2807 Ranch Road 2831	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year ~~10/23/02~~December 6, 2002
(Street) Marble Falls, TX 78654		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	~~10/23/02~~		A	V	~~293~~	A	~~(1)~~	3784	D
Common Stock	12/6/02		G	V	100	D	0	~~800~~700	I	by Corporation(1)
Common Stock								4,000	I	by Managed Account
Common Stock								1,900	I	by Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$8.6250

06/28/96

06/28/06

Common Stock

6,900

Non-Qualified Stock Option

$8.6250

6/28/96

6/28/06

Common Stock

6,900

Non-Qualified Stock Option (right to buy)

$19.8150

06/30/97

06/30/07

Common Stock

15,000

Non-Qualified Stock Option

$19.8150

6/30/97

6/30/07

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

29.3150

06/30/98

06/30/08

Common Stock

15,000

Non-Qualified Stock Option

$29.3150

6/30/98

6/30/08

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

$20.9375

06/30/99

06/30/09

Common Stock

15,000

Non-Qualified Stock Option

$20.9375

6/30/99

6/30/09

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

$24.4375

06/30/00

06/30/10

Common Stock

15,000

Non-Qualified Stock Option

$24.4375

6/30/00

6/30/10

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

$26.5500

06/29/01

06/29/11

Common Stock

15,000

Non-Qualified Stock Option

$26.5500

6/29/01

6/29/11

Common Stock

15,000

Non-Qualified Stock Option (right to buy)

$37.16

07/01/02

07/01/12

Common Stock

15,000

Non-Qualified Stock Option

$37.1600

7/1/02

7/1/12

Common Stock

15,000

Explanation of Responses: (1) ~~These~~Ownership: ~~are~~The ~~restricted~~Pender ~~shares~~Group ~~issued under Suiza's 1997 Stock Option and Restricted Stock Pan in payment of fees owed for services as an independent director~~Limited. ~~All such shares are subject to a 3-year vesting period, with the first vesting occurring as of the dates the shares were earned.~~

By: /s/ P. Eugene Pender **Signature of Reporting Person ~~10/25/02~~December 9, 2002 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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